Legal Exiekel Document

LEGAL EXIEKEL DOCUMENT

This Legal Exiekel Document (the "Agreement") is made and entered into as of by and between Client Name: , Entity Type: Individual Corporation LLC Other, Address: ; and Provider Name: , Entity Type: Individual Corporation LLC Other, Address: .

RECITALS

WHEREAS, Client desires to obtain certain services, deliverables or rights described herein from Provider under the terms set forth in this Agreement; and

WHEREAS, Provider represents that it has the requisite expertise, personnel and authority to perform and deliver the services and obligations described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the subject matter of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by a party in written, electronic, oral or other form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, technical data, trade secrets, customer lists and pricing information.

1.2 "Deliverables" means the tangible or intangible work product, reports, documents and materials to be delivered by Provider to Client as described in Section 2.

2. SCOPE OF OBLIGATIONS

2.1 Provider shall perform the services described in Exhibit A attached hereto and incorporated herein (the "Services") in a professional and workmanlike manner in accordance with industry standards. Provider shall deliver the Deliverables by the dates set forth in Exhibit A or as otherwise agreed in writing.

2.2 Client shall provide reasonably requested access, information and cooperation necessary for Provider to perform the Services. Failure by Client to provide timely cooperation shall entitle Provider to an equitable extension of time and, where applicable, additional compensation.

3. CONSIDERATION

3.1 In consideration for the Services, Client shall pay Provider the fees set forth below: Total Fee: $ . Payment shall be due pursuant to the milestones and schedule set forth in Exhibit A.

3.2 Unless otherwise agreed, all amounts are payable within thirty (30) days of invoice. Late payments shall accrue interest at a rate of 1.5% per month or the maximum permitted by law, whichever is less.

4. CONFIDENTIALITY

4.1 Each party agrees to hold Confidential Information of the other party in strict confidence and not to disclose such information to any third party except to its representatives who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. The receiving party shall use the same degree of care to protect the disclosing party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

4.2 Confidential Information shall not include information that (a) was known to the receiving party without restriction prior to disclosure; (b) is or becomes publicly available through no wrongful act of the receiving party; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

5. TERM AND TERMINATION

5.1 This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Section.

5.2 Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Either party may terminate for convenience upon sixty (60) days' prior written notice to the other party, subject to payment for Services performed and costs reasonably incurred through the effective date of termination.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

6.2 Provider warrants that the Services shall be performed in a professional manner consistent with industry standards. THE WARRANTIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY LAW.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the Indemnitor's gross negligence, willful misconduct or material breach of this Agreement.

7.2 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery, and shall be effective upon receipt.

9. AMENDMENT; WAIVER

9.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in a writing signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

10. ASSIGNMENT

Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in its entirety to a successor in interest in connection with a sale of substantially all of its assets, merger or consolidation.

11. GOVERNING LAW; DISPUTE RESOLUTION

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to conflict of law principles. Governing State:

11.2 The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If the dispute is not resolved within thirty (30) days of written notice of the dispute, the parties agree to submit the dispute to mediation, and if mediation fails, to binding arbitration before a single arbitrator in the agreed forum. The arbitrator shall apply the law of the governing state.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

12.2 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most nearly reflects the parties' original intent.

13. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed originals for all purposes.

ADDITIONAL TERMS

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